Global Sustainability Standards Board

Terms of Reference
October 2018

1. The GRI Global Sustainability Standards Board (GSSB) has been established as an independent
operating entity under the auspices of the Stichting Global Reporting Initiative (GRI) and has sole
responsibility for setting globally accepted standards for sustainability reporting, according to a
formally defined due process, exclusively in the public interest.

2. These Terms of Reference set out the authority and the nature and remit of the GSSB’s
responsibilities. Changes to these Terms of Reference may only be made with the approval of the GRI
Board of Directors (GRI Board).

3. The GRI Sustainability Reporting Standards (GRI Standards) and their related Interpretations approved
by the GSSB are ‘authoritative pronouncements’ and subject to due process as defined under the
GSSB Due Process Protocol. Other documents, e.g., Guidance and FAQs, published by the GSSB are
not authoritative pronouncements and are not subject to the GSSB Due Process Protocol.

4. Authoritative pronouncements and all other material developed by the GSSB are the property of the
GRI.

5. The GSSB is authorized to make use of the GRI name and logo under a license approved by the GRI
Board. Authoritative pronouncements and all other material developed by the GSSB may not be
published under any name other than that of the GRI. In due course, the GSSB may develop its own
distinctive logo. In that case, all authoritative pronouncements and all other material developed by the
GSSB may be published using the logo of the GSSB in association with that of the GRI.

6. In developing its authoritative pronouncements, to the extent that it is consistent with the public
interest, the GSSB shall give due consideration to the GRI’s Vision and Mission as approved by the
GRI Board.

7. Subject only to confirmation by the Due Process Oversight Committee (DPOC) that the GSSB Due
Process Protocol has been applied in the public interest, the GSSB shall be the sole judge of whether
or not an authoritative pronouncement1 is in the public interest.

8. Public interest is defined here as follows:

In general, as:
• those overarching interests of humanity, held in common, that include but exceed the partial
interests of individuals or groups.

In the context of sustainability reporting, as:

• making well-informed decisions – and therefore having easy and timely access to relevant and
reliable information on which such decisions might be based;
1 See GSSB Due Process Protocol, introductory paragraph for a definition of ‘authoritative pronouncements’

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 • promoting positive (and discouraging negative) impacts on social, ecological, environmental, and
economic systems;
• promoting transparency, fairness, and integrity of processes that affect the public domain; and
• ensuring that no person or community is overlooked or marginalized – especially if relatively weak
in comparison to others.

In forming a view about specific GSSB authoritative pronouncements, the GSSB and DPOC shall have
regard to:
a. authoritative intergovernmental instruments and their authoritative interpretations;
and/or
b. documented, widely held expectations of behavior relating to economic, environmental, and
social responsibilities.

9. The GSSB shall seek and consider the DPOC’s view of whether due process has been followed in
relation to any authoritative pronouncement after the approval of the authoritative pronouncement
by the GSSB and before its release. The GSSB shall publish, on the GSSB’s website, its conclusion that
the activities of the GSSB with respect to the authoritative pronouncement have been conducted in
accordance with the GSSB Due Process Protocol.

10. In developing technical aspects of its authoritative pronouncements, the GSSB shall be expected to
liaise with other standard setters (including national standard setters, where relevant) and other
official bodies with an interest in sustainability reporting. Matters of a strategic and/or political nature
fall under the remit of the GRI Board. If in doubt about the remit of the GSSB’s engagement, the Chair
of the GSSB shall contact the GRI Chief Executive for clarification, who in turn shall inform or consult
the GRI Board.

11. The GSSB shall comprise 15 members. The members of the GSSB are to be appointed by the
Independent Appointments Committee (IAC). All members shall meet appropriate guidelines for
independence established by the IAC. The work of the GSSB shall not be invalidated by its failure at
any time to have a full complement of members, although the IAC shall ensure that the GSSB has
minimally 11 members at any given time.

12. The main qualifications for membership of the GSSB shall be professional competence and practical
experience. The IAC shall select members of the GSSB, consistent with the Criteria for GSSB
Members set out in the Annex to the IAC Terms of Reference, so that it will comprise a group of
people representing the best available combination of technical expertise and diversity of experience
in order to contribute to the development of high-quality, global sustainability reporting standards.
The members of the GSSB shall be required to commit themselves formally to acting in the public
interest in all matters.

13. No individual shall be both a member of any other GRI Governance Committee – including the GRI
Board and the GRI Stakeholder Council (GRI SC) – and a GSSB member at the same time.

14. A minimum period of 12 months following a person’s most recent period of service on another GRI
Governance Committee – including the GRI Board and the GRI SC – shall elapse before a person is
eligible for appointment to the GSSB.

15. In a manner consistent with the Criteria for GSSB Members as set out in the Annex to the IAC Terms
of Reference and in order to implement a multi-stakeholder approach to standard setting, there shall
normally be:

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 a. 5 members drawn from the business enterprise constituency or reporters more generally
3 of whom must be business reporters;
b. 2 members drawn from the civil society constituency;
c. 2 members drawn from the investment institution constituency;
d. 2 members drawn from the labor constituency;
e. 2 members drawn from the mediating institutions constituency;
f. 1 eminent person to serve as Chair of the GSSB; and
g. 1 eminent person to serve as Vice-Chair of the GSSB.

16. Each constituency shall be represented by at least one appointed member at any time. In situations
where there is not at least one member from each constituency, the DPOC will be informed and the
GSSB will seek guidance on how to proceed in light of the minimum requirement not being met as
defined herein.

17. The work of the GSSB shall not be invalidated by its inability at any time to have a full complement of
members according to the above constituency allocation, although the IAC shall use its best endeavors
to achieve the constituency allocation.

18. The work of the GSSB shall not be invalidated by its inability to achieve an optimum level of diversity
(including regional, gender, and cultural diversity), although the IAC shall use its best endeavors to
achieve such diversity.

19. The IAC shall appoint one person as the Chair of the GSSB and one other person as Vice-Chair. The
role of the Vice-Chair shall be to chair meetings of the GSSB in the absence of the Chair, to represent
the Chair in external contacts when requested to do so, to check and confirm the GSSB is working
in accordance with its Terms of Reference, and to assist in meeting preparations where requested.
The appointment of the Chair shall be for a three-year term (renewable once for a further term of
three years). The Vice-Chair shall be appointed for a three-year term. Although a Vice-Chair may be
appointed by the IAC as Chair of the GSSB, the title of Vice-Chair should not imply that the member
concerned is the Chair elect. The appointment of a Chair and Vice-Chair may be made with regard
to the need to achieve diversity (including geographical, gender, and cultural diversity) on the GSSB.

20. Members of the GSSB shall be appointed for a term of three years, renewable once for a further term
of three years. The IAC will strive to ensure 1/3 of the membership rotates annually, on a staggered
basis.

21. Casual vacancies caused by the resignation or expulsion of a GSSB member should be filled by the
IAC as quickly as possible. In case the remainder of the term of the casual vacancy is shorter than one
year the newly appointed GSSB member will be eligible to be re-appointed to the GSSB for two
consecutive terms.

22. Each member of the GSSB shall make an annual declaration of any interest(s) that a reasonable person
might perceive as having a bearing on the member’s capacity to act in the public interest and/or to
apply the GSSB Due Process Protocol (as amended from time to time) in deciding on and revising
authoritative pronouncements.

23. The IAC has the authority to dismiss a member of the GSSB based on a recommendation for dismissal
put forward by, in the case of an ordinary member of the GSSB, the Chair, and in case of the Chair,
by the Vice-Chair. See the IAC Terms of Reference for dismissal criteria. If a member of the GSSB

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 chooses to leave his/her position on the GSSB, then the member will submit a written resignation to
the Chair. The Chair will notify the IAC of the resignation and the IAC will undertake to fill the casual
vacancy.

24. Members of the GSSB shall notify a change in constituency representation to the Chair, who will then
notify the IAC of the change. The IAC is to decide on any actions as a result of the constituency
change based on the recommendation of the Chair of the GSSB.

25. The IAC shall develop rules and procedures to ensure that the GSSB is, and is seen to be, independent.
Members of the GSSB are to be appointed in an individual capacity and shall not hold any position that
attracts economic incentives of a kind that might lead a reasonable person to question their
independence of judgment when setting sustainability reporting standards.

26. A GSSB meeting shall not be held unless there is a quorum present. ‘Quorum’ is defined as two-thirds
of the GSSB membership, to be present at the time of the meeting. If the Chair is not present, or it is
known that the Chair will not be able to attend, and the GSSB members present comprise a quorum,
then the meeting shall be held with the Vice-Chair presiding.

27. It shall be the GSSB’s goal to reach decisions by consensus. Decisions may be voted on in in-person
and virtual meetings, telephone conferences, and through a documented electronic process as long as
the requirements set out in the GSSB Due Process Protocol and the GSSB Terms of Reference are
met. Following discussion of the issues under consideration, the Chair shall determine if there is
significant consensus before calling for a decision to be made by means of a formal vote ‘on the voices’.

28. Each member of the GSSB shall have one vote. On both technical and other matters, proxy voting
shall not be permitted nor shall members of the GSSB be entitled to appoint alternates to attend
meetings. In the event of a tied vote, on a decision that is to be made by a simple majority of the
members of the GSSB present at a meeting in person, the Chair shall have an additional casting vote.

29. The publication of an exposure draft, or the approval of an authoritative pronouncement, shall require
approval by a minimum of 80% of the members of the GSSB at the time of approval. Other decisions
of the GSSB, including the publication of a discussion paper, shall require a simple majority of the
members present when a meeting of the GSSB is quorate.

30. The GSSB shall conduct a yearly self-evaluation to evaluate the effectiveness of the GSSB. The results
of this self-evaluation are to be provided to the DPOC and the IAC.

31. The operations of the GSSB shall be funded solely by the GRI. The GSSB may neither seek nor accept
funding from any other individual or organization.

32. The Chair of the GSSB or his/her delegate and minimally one other GSSB member shall meet annually
with the Chair of the GRI Board or his/her delegate and the Chair of the GRI’s Finance and
Remuneration Committee to review the Standards Division’s accounts and proposed budget and to
decide on a rolling basis on the budgetary allocation for the Standards work for the following three
years. The Head of the Standards Division, and the Chief Executive (CE) and Chief Financial Officer
(CFO) of the GRI should be in attendance.

33. The GSSB’s Standards Division’s accounts will be supported by the GRI’s Finance Department (which
operates under the oversight of the GRI’s CFO and CE) and these accounts will be subject to the
scrutiny of the GRI’s Audit and Finance Committee.

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34. Expenses for travel and the reimbursement of reasonable expenses incurred on GSSB business shall
be met by the GRI. Any honorarium paid by the GRI to members of the GSSB in recognition of their
work on behalf of the GSSB shall be reported to the GSSB and publicly disclosed.

35. The GSSB shall meet at such times and in such locations as it determines: meetings of the GSSB (but
not of Technical Committees or Project Working Groups) shall be open to the public, but certain
discussions (normally about selection, appointment, and other administrative issues) may be held in
private at the discretion of the GSSB. A meeting of the GSSB may be held in person or by
teleconference (or its equivalent using meeting technology).

36. All members of the GSSB shall take note of and comply with the GSSB Public Communications
Protocol as listed in Annex 1 of these Terms of Reference.

37. The GSSB shall:

a. appoint and dismiss the Head of the Standards Division in consultation with the GRI CE;
b. have complete responsibility for all the GSSB technical matters including the preparation and
issuance of authoritative pronouncements and exposure drafts, each of which shall include
any dissenting opinions, and the approval and issuance of Standard Interpretations, Guidance,
and FAQs;
c. publish an exposure draft on all projects and normally publish a discussion document for public
comment on major projects in accordance with the GSSB Due Process Protocol;
d. have full discretion in developing and pursuing its technical agenda, subject to carrying out a
public consultation every three years;
e. have full discretion over project assignments on technical matters: in organizing the conduct
of its work, the GSSB may outsource detailed research or other work to other organizations
(including national standard setters);
f. establish procedures for reviewing comments (made within a reasonable period) on
documents published for comment;
g. at its discretion, form multi-stakeholder Project Working Groups, Technical Committees, or
other types of specialist advisory groups to give advice, research, and draft exposure drafts
on major projects;
h. seek and consider (but not be bound by) the views of the GRI Board and the GRI SC on
major projects, agenda decisions, and work priorities.
i. require the Standards Division to publish a basis for conclusions with a Standard;
j. consider holding public hearings to discuss proposed Standards, although there is no
requirement to hold public hearings for every project;
k. consider undertaking field tests (both in developed countries and in emerging markets) to
ensure that proposed Standards are practical and workable in all environments;
l. where deemed necessary, interpret the application of Standards and any other statements
issued by the GSSB and provide timely guidance on sustainability reporting issues not
specifically addressed in the Standards;
m. publish on the GSSB website an annual report of its activities.

38. The authoritative text of an authoritative pronouncement shall be that published by the GSSB in the
English language. The GSSB may publish authorized translations or give authority to others to publish
translations of the authoritative pronouncements.

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ANNEX 1: PUBLIC COMMUNICATIONS PROTOCOL

The standard setting activities of the GSSB have the ability to affect the standing of the GRI Board and the
GRI SC (more generally), and vice versa. The purpose of this protocol is to ensure that public
communications made in relation to the overall GRI brand and the GRI’s overall public positioning
(which incorporates the GSSB and the GSSB brand) is consistent and in line with agreed policy and
strategy.

1. Public communications on issues related to its standard development role, including the Standards
and the standard setting process, are the responsibility of the GSSB, including in relation to:
• its work plan;
• its current projects;
• standard setting policy; and
• standard setting process.

2. The Chair of the GSSB and the Head of the Standards Division are the only persons empowered to
speak on behalf of the GSSB. Members of the GSSB may express their personal opinions and views
only, and may not represent the GSSB's views unless expressly permitted to do so by the Chair or
by the Head of the Standards Division on a specific occasion.

3. Public communications on matters concerning the wider GRI organization, organizational relations,
organizational strategy, and organizational activities are the responsibility of the GRI Board and the
GRI CE.

4. GRI’s management, under the responsibility of the CE, is charged with the development of a
communications strategy for the GRI organization as a whole. The GSSB is to approve the
communications strategy that relates to the Standards and the standard setting process as explained
under paragraph 1 above.

5. Where the public communications described under paragraph 3 are identified by the GRI CE, the
Chair of the GRI Board, the Head of the Standards Division, or the Chair of the GSSB as having the
potential to significantly and directly harm the public positioning of the Standards or the standard
setting process, the CE or the Chair of the GRI Board shall consult with and obtain agreement of the
Chair of the GSSB prior to such communications. An exception to this requirement may be made in
circumstances of exceptional urgency and importance.

6. Where the public communications described under paragraph 1 are identified by the GRI CE, the
Chair of the GRI Board, the Head of the Standards Division, or the Chair of the GSSB as having the
potential to significantly and directly harm the public positioning of the wider GRI organization, the
Chair of the GSSB shall consult with and obtain agreement of the CE or the Chair of the GRI Board
prior to such communications. An exception to this requirement may be made in circumstances of
exceptional urgency and importance.

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